Our work

• Cliffe Dekker Hofmeyr represented Esquared, a leading South Africa-based impact investor.  Our South Africa-based private equity team acted for Esquared on its equity investment into Khula App (Khula), a South Africa-based agri-tech company, as part of Khula’s Series A funding round. This involved a multi-faceted investment structure, including bespoke subscription mechanics, a convertible loan instrument, possible tranched payments, and a significant management buy-in component.  It was part of Khula’s first institutional funding round, aiming to support growth and scaling objectives in the sector.  We advised on all aspects, including a red-flag due diligence investigation covering Khula’s corporate structure, equity instruments, historical transactions, material contracts, including offtake and commercial agreements with multinationals such as PepsiCo, employee arrangements and IP; regulatory analysis, including merger control notifiability and Takeover Regulation Panel considerations; structuring and tax advice, particularly on proposed earn-out mechanisms and optimal subscription strategy; full drafting and negotiation of core transaction documents; funding documents, pursuant to which Esquared capitalised a special purpose vehicle of the founders of Khula! to acquire equity shares; and secretarial support and closing implementation. 

• We represented Retailability, a leading South Africa-based fashion retailer.  Our South Africa-based private equity team advised Retailability and its subsidiaries on the disposal to Pepkor Trading and its subsidiaries of 462 retail stores in South Africa, Botswana, Namibia, Lesotho and eSwatini. We assisted Retailability with negotiating the sale agreement, advising on the labour law implications and regulatory compliance in the various jurisdictions, and the fulfilling of the conditions precedent, including obtaining approvals from the competition authorities across all relevant jurisdictions. The final purchase price adjustments are complex and have necessitated the implementation of an escrow arrangement, with our team acting as escrow agent. 
• Cliffe Dekker Hofmeyr is representing RDC, a leading Botswana-based real estate company with a property portfolio in Botswana, South Africa, Zambia and Croatia.  Our South Africa-based capital markets team advised RDC on the Takeover Regulations as they apply to RDC's offer to acquire the issued linked units in PrimeTime Property Holdings by way of a general offer settled by a unit for unit consideration in the ratio of 0.68750 RDC Linked Units for every PrimeTime Linked Unit.  RDC Property Group and PrimeTime Property Holdings are both listed on the Botswana Stock Exchange. This transaction presented a number of complexities given that the listings requirements of the BSE apply the South African Takeover Regulations to certain transactions undertaken by BSE-listed issuers, such as RDC's takeover offer in respect of PrimeTime.  Accordingly, this transaction involved managing compliance across various legal regimes, comprising Botswana company law, BSE Listings Requirements and the South African Takeover Regulations.  
• Cliffe Dekker Hofmeyr is advising Sun International, a leading South Africa-based resort hotel and casino destination listed on the JSE.  Our South Africa-based commercial, corporate/M&A team is advising Sun International on its proposed ZAR 3.2 billion acquisition of Peermont Holdings, a leading hospitality and entertainment group which operates 11 properties located across South Africa and Botswana, in addition to an online sportsbook.  The deal was signed and announced in December 2023, and is now subject to regulatory approvals. The parties had previously engaged in a similar transaction in 2016/2017, which had failed after regulatory approvals could not be obtained timeously.  The intensive negotiations included agreeing the terms for a reorganisation of the complex Peermont group to facilitate the transaction.  The sellers comprise a wide variety of parties, including private equity funds managed by Golden Tree Asset Management, a global asset management fund; B-BBEE investors; community and charitable trusts; management; and other minority shareholders.  The transaction is funded entirely by debt.  This matter was shortlisted for DealMakers Deal of the Year 2023.
• Cliffe Dekker Hofmeyr is representing OMPE, a pan-African investment, savings, insurance, and banking group listed on the Johannesburg, Zimbabwe, Namibian, and Botswana Stock Exchanges. Our South Africa-based competition team is the ongoing adviser to OMPE on a range of competition matters.  Over the review period, we have advised:
  • OPME and Holdsport management in the disposal of South Africa-based Holdsport Group to global retailer, Frasers Group.  Holdsport operates across retail, wholesale, manufacturing, distribution, and e-commerce sectors across South Africa and Namibia.  We obtained South African competition approval (after the successful negotiation of public interest commitments) and currently await Namibian competition approval.
  • OMPE in its disposal of its investment in Chill and Inhle Beverages to an Alterra Capital Partners-led consortium.  The business’ key brands include Fitch & Leeds premium mixers, Score Energy and Chateau Del Rei sparkling wine.  We obtained merger approvals in South Africa and Botswana.  This deal was shortlisted for the Catalyst Private Equity Deal of the Year 2024 at the Ansarada Dealmakers Annual Awards.
  • OMPE and Sphere Investments on the unconditional merger approval of their acquisition from AECI of Much Asphalt, South Africa’s largest commercial manufacturer of asphalt and bituminous binders and emulsions.  

Africa Corporate Guide

This guide covers common questions relating to the process of incorporating and setting up in various African jurisdictions.

Many of our clients are looking to expand their African footprint.

Therefore it is incumbent on us to understand the nuances, intricacies and ultimately the legal requirements of setting up in each of the countries in Africa. The purpose of this guide is to simplify the position in relation to incorporation and setting up in various African jurisdictions and to provide our clients with an overview of their obligations in relation to this.

Click here to read the Guide.